SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Clark Barry E

(Last)

(First)

(Middle)

ONE MAIN STREET

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ART TECHNOLOGY GROUP INC [ ARTG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, WORLDWIDE SALES

3. Date of Earliest Transaction (Month/Day/Year)
01/05/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON STOCK	01/05/2011		D		217,140	D	⁽¹⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
RESTRICTED STOCK UNIT	$0	01/05/2011		D			18,750	⁽²⁾	⁽²⁾	COMMON STOCK	100,000	⁽²⁾	6,250	D
RESTRICTED STOCK UNIT	⁽³⁾	01/05/2011		D			6,250	⁽⁴⁾	⁽⁴⁾	COMMON STOCK	100,000	$0	0	D
RESTRICTED STOCK UNIT	$0	01/05/2011		D			31,150	⁽⁵⁾	⁽⁵⁾	COMMON STOCK	62,300	⁽⁵⁾	0	D
RESTRICTED STOCK UNIT	$0	01/05/2011		D			15,000	⁽⁶⁾	⁽⁶⁾	COMMON STOCK	60,000	⁽⁶⁾	15,000	D
RESTRICTED STOCK UNIT	⁽³⁾	01/05/2011		D			15,000	⁽⁴⁾	⁽⁴⁾	COMMON STOCK	60,000	$0	0	D
RESTRICTED STOCK UNIT	$0	01/05/2011		D			7,500	⁽⁶⁾	⁽⁶⁾	COMMON STOCK	20,000	⁽⁶⁾	7,500	D
RESTRICTED STOCK UNIT	⁽³⁾	01/05/2011		D			7,500	⁽⁴⁾	⁽⁴⁾	COMMON STOCK	20,000	$0	0	D
RESTRICTED STOCK UNIT	$0	01/05/2011		D			44,850	⁽⁵⁾	⁽⁵⁾	COMMON STOCK	59,800	⁽⁵⁾	0	D
RESTRICTED STOCK UNIT	$0	01/05/2011		D			24,375	⁽⁶⁾	⁽⁶⁾	COMMON STOCK	65,000	⁽⁶⁾	24,375	D
RESTRICTED STOCK UNIT	⁽³⁾	01/05/2011		D			24,375	⁽⁴⁾	⁽⁴⁾	COMMON STOCK	65,000	$0	0	D
RESTRICTED STOCK UNIT	$0	01/05/2011		D			27,500	⁽⁶⁾	⁽⁶⁾	COMMON STOCK	55,000	⁽⁶⁾	27,500	D
RESTRICTED STOCK UNIT	⁽³⁾	01/05/2011		D			27,500	⁽⁴⁾	⁽⁴⁾	COMMON STOCK	55,000	$0	0	D
RESTRICTED STOCK UNIT	$0	01/05/2011		D			27,500	⁽⁶⁾	⁽⁶⁾	COMMON STOCK	55,000	⁽⁶⁾	27,500	D
RESTRICTED STOCK UNIT	⁽³⁾	01/05/2011		D			27,500	⁽⁴⁾	⁽⁴⁾	COMMON STOCK	55,000	$0	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger between Art Technology Group, Oracle Corporation and Amsterdam Acquisition Sub Corporation dated November 2, 2010 (the "Merger Agreement"), each share of Art Technology Group common stock was exchanged for $6.00 in cash, without interest and less any applicable withholding taxes.

2. In connection with the achievement of certain performance goals by the issuer during 2010, 12,500 of the restricted stock units became fully vested. Pursuant to the terms of a change in control agreement between the issuer and the reporting person, 50% of the remaining unvested restricted stock units accelerated and became fully vested as of the closing of the merger. All of the vested restricted stock units were converted into the right to receive $6.00 in cash, without interest and less any applicable withholding taxes.

3. Pursuant to the Merger Agreement, each unvested restricted stock unit was assumed by Oracle Corporation and converted into a restricted stock unit for 0.1909 shares of Oracle Corporation common stock.

4. The restricted stock units assumed by Oracle Corporation will continue to vest in equal annual installments.

5. In connection with the achievement of certain performance goals by the issuer during 2010, all of the restricted stock units became fully vested. As of the closing of the merger all of the vested restricted stock units were converted into the right to receive $6.00 in cash, without interest and less any applicable withholding taxes.

6. Pursuant to the terms of a change in control agreement between the issuer and the reporting person, 50% of the restricted stock units accelerated and became fully vested as of the closing of the merger and were converted into the right to receive $6.00 in cash, without interest and less any applicable withholding taxes.

	/s/ Jeffrey T. Kowalski, by Power of Attorney	01/06/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.